Item 2.02 Results of Operations and Financial Condition.
OnJuly 29, 2022 ,W. P. Carey Inc. (the "Company") issued an earnings release announcing its financial results for the quarter endedJune 30, 2022 . A copy of the earnings release is attached as Exhibit 99.1. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On
OnJuly 29, 2022 , the Company posted its second quarter investor presentation on its website at http://www.wpcarey.com. A copy of the investor presentation is also attached as Exhibit 99.3. The information furnished pursuant to this Item 7.01, including Exhibits 99.2 and 99.3, shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Earnings release of the Company for the quarter endedJune 30, 2022 . 99.2 Supplemental financial information of the Company atJune 30, 2022 . 99.3 Investor presentation by the Company. 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document).
Cautionary Statement Concerning Forward-Looking Statements
Certain of the matters discussed in this communication constitute forward-looking statements within the meaning of the Securities Act of 1933 (as amended, the "Securities Act") and the Securities Exchange Act of 1934 (as amended, the "Exchange Act"), both as amended by the Private Securities Litigation Reform Act of 1995. The forward-looking statements include, among other things, statements regarding the intent, belief or expectations of the Company and can be identified by the use of words such as "may," "will," "should," "would," "will be," "goals," "believe," "project," "expect," "anticipate," "intend," "estimate" "opportunities," "possibility," "strategy," "maintain" or the negative version of these words and other comparable terms. These forward-looking statements include, but are not limited to, statements regarding: the statements made by Mr.Jason Fox regarding our investment momentum and the potential benefits of an inflationary environment and any other comments made by representatives ofW. P. Carey Inc. ("W. P. Carey"); the anticipated benefits of the proposed merger withCorporate Property Associates 18 - Global Incorporated ("CPA:18"); our ability to close the proposed merger; the impact of the proposed merger on our earnings and on our credit profile; the strategic rationale and transaction benefits; and other statements that are not historical facts. These statements are based on the current expectations of our management, and it is important to note that our actual results could be materially different from those projected in such forward-looking statements. There are a number of factors that could have material adverse effects on our future results, performance or achievements and cause our actual results to differ materially from the forward-looking statements. These factors include, but are not limited to, the timing of consummation of the proposed merger, the ability to achieve anticipated benefits and savings, risks related to the potential disruption of management's attention due to the pending merger, operating results and businesses generally, the outcome of any legal proceedings related to the proposed merger and the general risks associated with the respective businesses ofW. P. Carey and CPA:18 including the general volatility of the capital markets, terms and employment of capital, the volatility ofW. P. Carey's share price, changes in the real estate investment trust industry, interest rates or general economy, potential adverse effects or changes to the relationships withW. P. Carey or CPA:18 tenants, employees, service providers or other parties resulting from the announcement or completion of the proposed merger, unpredictability and severity of catastrophic events, including but not limited to the risks related to the effects of -------------------------------------------------------------------------------- pandemics and global outbreaks of contagious diseases (such as the current COVID-19 pandemic) and domestic or geopolitical crises, such as terrorism, military conflict (including the ongoing conflict betweenRussia andUkraine and the global response to it), war or the perception that hostilities may be imminent, political instability or civil unrest, or other conflict. Discussions of some of these other important factors and assumptions are contained inW. P. Carey's filings with theSEC and are available at theSEC's website at http://www.sec.gov, including Part I, Item 1A. Risk Factors inW. P. Carey's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2021 , and Part II, Item 1A. Risk Factors inW. P. Carey's Quarterly Report on Form 10-Q for the quarterly period endedJune 30, 2022 . Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication, unless noted otherwise. Except as required under the federal securities laws and the rules and regulations of theSEC ,W. P. Carey does not undertake any obligation to release publicly any revisions to the forward-looking statements to reflect events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law. In connection with the proposed merger, onApril 25, 2022 ,W. P. Carey filed with theSEC an amendment to the registration statement on Form S-4 originally filed onApril 4, 2022 , which includes a prospectus ofW. P. Carey and a proxy statement of CPA:18 (together withW. P. Carey's prospectus, the "proxy statement/prospectus"), and each party will file other documents regarding the proposed transaction with theSEC . The registration statement was declared effective by theSEC onApril 27, 2022 , and CPA:18 commenced mailing of the definitive proxy statement/prospectus to CPA:18's stockholders on or aboutMay 2, 2022 . WE URGE INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED BY W. P. CAREY AND CPA:18 IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT W. P. CAREY, CPA:18 AND THE PROPOSED MERGER. INVESTORS ARE URGED TO READ THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY. Investors will be able to obtain these materials and other documents filed with theSEC free of charge at theSEC's website (http://www.sec.gov). In addition, these materials are available free of charge by accessingW. P. Carey's website (http://www.wpcarey.com) or by accessing CPA:18's website (http://www.cpa18global.com). Investors may also read and copy any reports, statements and other information filed byW. P. Carey or CPA:18 with theSEC , at theSEC public reference room at100 F Street, N.E. ,Washington, D.C. 20549. Please call theSEC at 1-800-SEC -0330 or visit theSEC's website for further information on its public reference room.
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